AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2001
Registration Statement No. 333-64996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under the
Securities Act of 1933
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ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1162835
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Busch Place
St. Louis, Missouri 63118
(Address of principal executive offices) Registrant's
telephone number including area code:
(314) 577-2000
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JoBeth G. Brown Copies to:
Vice President and Secretary Denis P. McCusker, Esq.
Anheuser-Busch Companies, Inc. Bryan Cave LLP
One Busch Place One Metropolitan Square, Suite 3600
St. Louis, Missouri 63118 St. Louis, Missouri 63102
314-577-2000 314-259-2455
(Name and address of agent for service) Fax 314-259-6580
Approximate date of commencement of proposed sale to the public: From time
to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: /_/
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /_/ ______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/ ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth estimated expenses in connection with the
issuance and distribution of the securities being registered, assuming three
issuances of securities:
Registration Fee ........................... $ 250,000
Printing and Engraving...................... $ 25,000*
Trustee's Charges .......................... $ 20,000*
Accounting Fees ............................ $ 40,000*
Rating Agency Fees ......................... $ 174,000*
Legal Fees ................................. $ 100,000*
Miscellaneous .............................. $ 6,000*
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Total ............................ $ 615,000*
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* Estimated
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and requires
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The Registrant's Restated Certificate of Incorporation provides that each
person who was or is made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he or she is or was a director or officer
of the Registrant (or was serving at the request of the Registrant as a
director, officer, employee or agent for another entity) while serving in such
capacity will be indemnified and held harmless by the Registrant to the full
extent authorized or permitted by Delaware law. The Restated Certificate also
provides that the Registrant may purchase and maintain insurance and may also
create a trust fund, grant a security interest and/or use other means (including
establishing letters of credit, surety bonds and other similar arrangements) and
may enter into contracts providing for indemnification, to ensure full payment
of indemnifiable amounts.
The Registrant has entered into indemnification agreements with its
directors and executive officers.
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Item 16. Exhibits.
Exhibit
Number Description of Exhibit
------ ----------------------
1.1 Form of Underwriting Agreement (incorporated by reference to Exhibit
1.1 to the Registrant's Registration Statement No. 333-31477).
1.2 Form of Distribution Agreement. **
4.1 Indenture dated as of July 1, 2001 between the Registrant and The
Chase Manhattan Bank, as Trustee.
4.2 Form of Indenture to be entered into between the Registrant and a
Trustee to be selected.
4.3 Form of Debt Security (Included in Exhibit 4.1).
4.4 Form of Medium-Term Note (incorporated by reference to Exhibit 4.4 to
the Registrant's Registration Statement No. 333-31477).
5 Opinion and consent of Bryan Cave LLP, counsel to the Registrant. **
23 Consent of PricewaterhouseCoopers LLP. **
24 Powers of Attorney executed by certain of the officers and directors
of the Registrant. **
25 Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939, of The Chase Manhattan Bank, as Trustee. **
** Previously filed.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that the undertakings set forth in
subparagraphs (i) and (ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) To file an application for the purpose of determining the eligibility
of the trustee (under any Indenture entered into with a trustee to be
selected) to act under subsection (a) of section 310 of the Trust Indenture
Act (the "TIA") in accordance with the rules and regulations prescribed by
the Commission under section 305(b)(2) of the TIA.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of St. Louis, State
of Missouri, on July 19, 2001.
ANHEUSER-BUSCH COMPANIES, INC.
By: /s/ JOBETH G. BROWN
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(JoBeth G. Brown, Vice President and Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
Chairman of the Board and
President and Director
August A. Busch III* (Principal Executive
--------------------------------- Officer) July 19, 2001
(August A. Busch III)
Vice President and Chief
Financial Officer
W. Randolph Baker* (Principal Financial
--------------------------------- Officer) July 19, 2001
(W. Randolph Baker)
Vice President and
John F. Kelly* Controller (Principal
--------------------------------- Accounting Officer) July 19, 2001
(John F. Kelly)
Bernard A. Edison*
--------------------------------- Director July 19, 2001
(Bernard A. Edison)
Carlos Fernandez G.*
--------------------------------- Director July 19, 2001
(Carlos Fernandez G.)
John E. Jacob*
--------------------------------- Director July 19, 2001
(John E. Jacob)
James R. Jones*
--------------------------------- Director July 19, 2001
(James R. Jones)
Charles F. Knight*
--------------------------------- Director July 19, 2001
(Charles F. Knight)
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--------------------------------- Director
(Vernon R. Loucks, Jr.)
Vilma S. Martinez*
--------------------------------- Director July 19, 2001
(Vilma S. Martinez)
James B. Orthwein*
--------------------------------- Director July 19, 2001
(James B. Orthwein)
William Porter Payne*
--------------------------------- Director July 19, 2001
(William Porter Payne)
Joyce M. Roche*
--------------------------------- Director July 19, 2001
(Joyce M. Roche)
Patrick T. Stokes*
--------------------------------- Director July 19, 2001
(Patrick T. Stokes)
Andrew C. Taylor*
--------------------------------- Director July 19, 2001
(Andrew C. Taylor)
Douglas A. Warner III*
--------------------------------- Director July 19, 2001
(Douglas A. Warner III)
Edward E. Whitacre, Jr.*
--------------------------------- Director July 19, 2001
(Edward E. Whitacre, Jr.)
* By: /s/ JOBETH G. BROWN
---------------------------------
JoBeth G. Brown
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
1.1 Form of Underwriting Agreement (incorporated by reference to Exhibit
1.1 to the Registrant's Registration Statement No. 333-31477).
1.2 Form of Distribution Agreement. **
4.1 Indenture dated as of July 1, 2001 between the Registrant and The
Chase Manhattan Bank, as Trustee.
4.2 Form of Indenture to be entered into between the Registrant and a
Trustee to be selected.
4.3 Form of Debt Security (Included in Exhibit 4.1).
4.4 Form of Medium-Term Note (incorporated by reference to Exhibit 4.4 to
the Registrant's Registration Statement No. 333-31477).
5 Opinion and consent of Bryan Cave LLP, counsel to the Registrant. **
23 Consent of PricewaterhouseCoopers LLP. **
24 Powers of Attorney executed by certain of the officers and directors
of the Registrant. **
25 Form T-1, Statement of Eligibility under the Trust Indenture Act of
1939, of The Chase Manhattan Bank, as Trustee. **
** Previously filed.
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